-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WUV2KfM0ES3rlJUWCNhrzcdt4yMBDkeUj/bagsQNRKJULP9B26YcBO4k5iWsL0h4 PNSIUOF60LjkayuwpaqtmQ== 0000950144-00-002572.txt : 20000223 0000950144-00-002572.hdr.sgml : 20000223 ACCESSION NUMBER: 0000950144-00-002572 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000222 EFFECTIVENESS DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E COM VENTURES INC CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30882 FILM NUMBER: 550725 BUSINESS ADDRESS: STREET 1: 11701 N W 101 RD CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3058891600 MAIL ADDRESS: STREET 1: 11701 N W 101 RD CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 S-8 1 E COM VENTURES REGISTRATION STATEMENT 2/2000 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2000 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- E COM VENTURES, INC. (FORMERLY PERFUMANIA, INC.) ------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA 65-0977964 ------------------------------ ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 11701 N.W. 101ST ROAD MIAMI, FLORIDA 33178 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) E COM VENTURES, INC. 1991 STOCK OPTION PLAN, AS AMENDED - -------------------------------------------------------------------------------- (Full title of the Plan) --------------------- ILIA LEKACH, CHAIRMAN AND CHIEF EXECUTIVE OFFICER E COM VENTURES, INC. 11701 N.W. 101ST ROAD MIAMI, FLORIDA 33178 - -------------------------------------------------------------------------------- (Name and address of agent for service) (305) 889-1600 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) COPY TO: Kenneth C. Hoffman, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (305) 579-0500 ------------------- CALCULATION OF REGISTRATION FEE
=============================== ========================= ======================= ======================== ===================== PROPOSED MAXIMUM PROPOSED TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------- ------------------------- ----------------------- ------------------------ --------------------- Common Stock, $.01 par value 1,500,000 $3.125-$5.11 (1) $6,783,482 $1,791 =============================== ========================= ======================= ======================== =====================
(1) Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended, on the basis of (i) the actual price of (a) $3.125 for an aggregate of 410,750 options, (b) $4.22 for an aggregate of 10,000 options, (c) $3.25 for an aggregate of 20,000 options, (d) $3.09 for an aggregate of 750 options and (e) $2.38 for an aggregate of 6,800 options, to purchase Common Stock being registered, which have previously been granted under the Company's 1991 Stock Option Plan, as amended, and (ii) the average of the high and low sale price ($5.11) of the Common Stock as reported on the Nasdaq National Market System on February 14, 1999 with respect to the 1,051,700 shares of Common Stock subject to future grants under the 1991 Stock Option Plan, as amended. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant hereby incorporates by reference into this Registration Statement the following documents or portions thereof as indicated: (a) the Registrant's Registration Statement on Form S-8 (Registration Nos. 33-72262, 33-85260, 333-10121 and 333-60061); (b) the Registrant's Annual Report on Form 10-K/A for the fiscal year ended January 30, 1999; (c) the Registrant's quarterly report on Form 10-Q (i) for the quarterly period ended May 1, 1999, as amended, (ii) for the quarterly period ended July 31, 1999, as amended and (iii) for the quarterly period ended October 30, 1999, and all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since January 30, 1999; and (d) the description of the Registrant's Common Stock set forth in Registrant's Form S-1/A Registration Statement under the Securities Act of 1933 (Registration No. 333-80525). In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. - ---------------------- (1) The Registration Statements on Form S-8 (Registration Nos. 33-72262, 33-85260, 333-10121 and 333-60061) registered an aggregate of 2,500,000 shares of the Registrant's Common Stock. At the Company's 1999 annual meeting of shareholders held on December 22, 1999, the Company's shareholders approved an amendment to the Plan, which increased by 1,500,000 the number of shares eligible for grant under the Plan from 2,500,000 to 4,000,000. After giving effect to the amendment to the Plan approved by the Registrant's shareholders at the Company's annual meeting, and the effectiveness of this Registration Statement on Form S-8, the total number of shares registered on Form S-8 and available for grant under the Plan will be 4,000,000. II-2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on February 18, 2000. E COM VENTURES, INC. By: /s/ Ilia Lekach ------------------------------------------------- Ilia Lekach, Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and Directors of E Com Ventures, Inc., do hereby constitute and appoint Ilia Lekach and Jerome Falic, or any one of them, as true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary and advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement, including, specifically, but without limitation, the power and authority to sign for us or any of us any and all amendments thereto; and we do hereby ratify and confirm all that the said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ILIA LEKACH Chairman of the Board and February 18, 2000 - ----------------------------------------- Chief Executive Officer Ilia Lekach (principal executive officer) /s/ DONOVAN CHIN Chief Financial Officer, February 18, 2000 - ----------------------------------------- Secretary and Director Donovan Chin (principal financial and accounting officer) /s/ JEROME FALIC Director February 18, 2000 - ----------------------------------------- Jerome Falic /s/ MARC FINER Director February 18, 2000 - ----------------------------------------- Marc Finer /s/ ROBERT PLISKIN Director February 18, 2000 - ----------------------------------------- Robert Pliskin /s/ CAROLE ANN TAYLOR Director February 18, 2000 - ----------------------------------------- Carole Ann Taylor /s/ HORATIO GROISMAN Director February 18, 2000 - ----------------------------------------- Horatio Groisman Director - ----------------------------------------- Zalman Lekach
II-3 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------------ ----------------------------------------------------------- 5.1 Opinion of Greenberg Traurig, P.A. 10.1 E Com Ventures, Inc. 1991 Stock Option Plan, as amended 23.1 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Greenberg Traurig, P.A. is contained in its opinion filed as Exhibit 5.1 hereto. 24.1 Power of Attorney is included in the "Signatures" section of this Registration Statement EX-5.1 2 OPINION OF GREENBERG TRAURIG PA 1 EXHIBIT 5.1 GREENBERG TRAURIG, P.A. 1221 BRICKELL AVENUE MIAMI, FLORIDA 33131 February 18, 2000 E Com Ventures, Inc. 11701 N.W. 101st Road Miami, Florida 33178 Re: Registration of 1,500,000 Additional Shares of Common Stock under the E Com Ventures, Inc. 1991 Stock Option Plan, as amended ------------------------------------------------------------------- Ladies and Gentlemen: On the date hereof, E Com Ventures, Inc., a Florida corporation (the "Company"), transmitted for filing with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the issuance, offering and/or sale by the Company of up to 1,500,000 additional shares (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), which may be issued pursuant to stock options, (collectively, "Options") granted or to be granted under the Company's 1991 Stock Option Plan, as amended (the "Plan"). We have acted as special counsel to the Company in connection with the preparation and filing of the Registration Statement. In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Articles of Incorporation and Bylaws of the Company; (ii) records of corporate proceedings of the Company authorizing the Plan and related matters; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments. Based upon the foregoing examination, we are of the opinion that the Company presently has available at least 1,500,000 shares of authorized and unissued Common Stock from which the 1,500,000 Shares may be issued pursuant to Options granted under the Plan. In addition, assuming that the Company maintains an adequate number of authorized but unissued shares of Common Stock available for issuance pursuant to Options, and assuming that the Company's consideration for Shares issued pursuant to Options is actually received by the Company in accordance with the Plan, we are of the opinion that the Shares of Common Stock issued pursuant to the Options granted under and in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion in the above referenced Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. /s/ GREENBERG TRAURIG, P.A. EX-10.1 3 E COM VENTURES AMDED 91 STOCK OPTION PLAN 1 EXHIBIT 10.1 E COM VENTURES, INC. ----------------------------------- 1991 STOCK OPTION PLAN, AS AMENDED (4,000,000 SHARES) ------------------------------------ 1. PURPOSE. The purpose of this Plan is to advance the interests of E COM VENTURES, INC., a Florida corporation (the "Company"), and its Subsidiaries by providing an additional incentive to attract and retain qualified and competent persons who provide management services or upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent, through the encouragement of stock ownership in the Company by such persons. 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Committee" shall mean the stock option committee appointed by the Board pursuant to Section 13 hereof or, if not appointed, the Board. (d) "Common Stock" shall mean the Common Stock, par value $0.01 per share, of the Company. (e) "Company" shall refer to Perfumania, Inc., a Florida corporation. (f) "Director" shall mean a member of the Board. (g) "Fair Market Value" of the Common Stock on any date of reference shall be the Closing Price on the business day immediately preceding such date of the Common Stock, unless the Committee in its sole discretion shall determine otherwise in a fair and uniform manner. For this purpose, the Closing Price of the Common Stock on any business day shall be (i) if the Common Stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, (ii) if the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Common Stock on such system, or (iii) if neither clause (i) or (ii) is applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for Common Stock on at least 5 of the 10 preceding days. (h) "Incentive Stock Option" shall mean an incentive stock option as defined in Section 422 of the Code. (i) "Non-Statutory Stock Option" shall mean an Option that is not an Incentive Stock Option. (j) "Option Agreement" means the agreement between the Company and the Optionee to evidence the grant of an Option. (k) "Option" (when capitalized) shall mean any stock option granted under this Plan. 2 (l) "Optionee" shall mean a person to whom a stock option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person. (m) "Parent" means a "parent corporation" as defined in Section 425(e) and (g) of the Code. (n) "Plan" shall mean this 1991 Stock Option Plan for the Company. (o) "Share(s)" shall mean a share or shares of the Common Stock. (p) "Subsidiary" shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 3. SHARES AND OPTIONS. Subject to Section 10 of this Plan, the Company may grant to Optionees from time to time Options to purchase an aggregate of up to 4,000,000 Shares from authorized and unissued Shares. If any Option granted under the Plan shall terminate, expire, or be canceled or surrendered as to any Shares, new Options may thereafter be granted covering such Shares. An Option granted hereunder shall be either an Incentive Stock Option or a Non-Statutory Stock Option as determined by the Committee at the time of grant of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Statutory Stock Option. 4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options only to the extent that the aggregate fair market value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Section 422(b) of the Code are exercisable for the first time by any individual during any calendar year (under all plans of the Company), exceeds $100,000. 5. CONDITIONS FOR GRANT OF OPTIONS. (a) Upon the grant of each Option, the Company and the Optionee shall enter into an Option Agreement, which shall specify the grant date and the exercise price and shall include or incorporate by reference the substance of this Plan and such other provisions consistent with this Plan as the Committee may determine. Optionees shall be those persons selected by the Committee from the class of all regular employees of the Company and all Directors, whether or not employees; PROVIDED, HOWEVER, that no Incentive Stock Option shall be granted to a Director who is not also an employee of the Company or a Subsidiary. (b) In granting Options, the Committee may take into consideration the contribution the person has made to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine. The Committee shall also have the authority to consult with and receive recommendations from officers and other personnel of the Company and its Subsidiaries with regard to these matters. The Committee may from time to time in granting Options under the Plan prescribe such other terms and conditions concerning such Options as it deems appropriate, including, without limitation, (i) prescribing the date or dates on which the Option becomes exercisable, (ii) providing that the Option rights accrue or become exercisable in installments over a period of years, or upon the attainment of stated goals or both, or (iii) relating an Option to the continued employment of the Optionee for a specified period of time, provided that such terms and conditions are not more favorable to an Optionee than those expressly permitted herein. (c) The Options granted to employees under this Plan shall be in addition to regular salaries, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries. Neither the Plan nor any Option granted under the Plan shall confer upon any person any right to employment or continuance of employment by the Company or its Subsidiaries. 2 3 6. EXERCISE PRICE. The exercise price per Share of any Option shall be any price determined by the Committee; PROVIDED, HOWEVER, that in no event shall the exercise price per Share of any Incentive Stock Option be less than the Fair Market Value of the Shares underlying such Option on the date such Option is granted. 7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, and (iii) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee's payment to the Company of the amount that is necessary for the Company or Subsidiary employing the Optionee to withhold in accordance with applicable Federal or state tax withholding requirements. Unless further limited by the Committee in any Option, the option price of any Shares purchased shall be paid in cash, by certified or official bank check or personal check, by money order, with Shares or by a combination of the above. If the exercise price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value on the date the Option is exercised. The Company in its sole discretion may, on an individual basis or pursuant to a general program established by the Committee in connection with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any tax liability of the Optionee attributable to such exercise. If the exercise price is paid in whole or part with Optionee's promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of such Option, (iii) bear interest at the prime rate of the Company's principal lender or such other rate as the Committee shall determine, and (iv) contain such other terms as the Board in its sole discretion shall reasonably require. No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof. 8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such amounts, at such intervals and upon such terms as the Committee shall provide in such Option, except as otherwise provided in this Section 8. (a) The expiration date of an Option shall be determined by the Committee at the time of grant, but in no event shall an Option be exercisable after the expiration of 10 years from the date of grant of the Option. (b) Unless otherwise provided in any Option, each outstanding Option shall become immediately fully exercisable: (i) if there occurs any transaction (which shall include a series of transactions occurring within 60 days or occurring pursuant to a plan), that has the result that shareholders of the Company immediately before such transaction cease to own at least 51 percent of the voting stock of the Company or of any entity that results from the participation of the Company in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction; (ii) if the shareholders of the Company shall approve a plan of merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive (unless the approved merger, consolidation, reorganization, liquidation or dissolution is subsequently abandoned); or (iii) if the shareholders of the Company shall approve a plan for the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company (unless such plan is subsequently abandoned). (c) The Committee may in its sole discretion accelerate the date on which any Option may be exercised and may accelerate the vesting of any Shares subject to any Option. 3 4 9. TERMINATION OF OPTION PERIOD. (a) The unexercised portion of any Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (i) three months after the date on which the Optionee's employment is terminated (or, in the case of a non-employee Director, the date on which the Optionee ceases to be a Director) for any reason other than by reason of (A) Cause, which, solely for purposes of this Plan, shall mean the termination of the Optionee's employment (or, in the case of a nonemployee Director, the removal of the Optionee as a Director) by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability as determined by a medical doctor satisfactory to the Committee, or (C) death; (ii) immediately upon the termination of the Optionee's employment (or, in the case of a nonemployee Director, the removal of the Optionee as a Director) for Cause; (iii) one year after the date on which the Optionee's employment is terminated (or, in the case of a non-employee Director, the date the Optionee is removed as a Director) by reason of a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee; (iv) (A) one year after the date of termination of the Optionee's employment (or, in the case of a non-employee Director, the date on which the Optionee ceases to be a Director) by reason of death of the employee, or (B) one year after the date on which the Optionee shall die if such death shall occur during the 1-year period specified in Subsection 9(a)(iii) hereof. (b) The Committee in its sole discretion may by giving written notice ("Cancellation Notice") cancel, effective upon the date of the consummation of any corporate transaction described in Subsections 8(b)(ii) or (iii) hereof, any Option that remains unexercised on such date. Cancellation Notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after shareholder approval of such corporate transaction. 10. ADJUSTMENT OF SHARES. (a) If at any time while the Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then and in such event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option, so that the same percentage of the Company's issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price. (b) Subject to the specific terms of any Option, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject to the Options, or both, when, in the Committee's sole discretion, such adjustments become appropriate by reason of a corporate transaction described in Subsections 8(b)(ii) or (iii) hereof. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or 4 5 obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to outstanding Options granted under the Plan. (d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. 11. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and each Option shall be exercisable during the Optionee's lifetime only by the Optionee. 12. ISSUANCE OF SHARES. As a condition of any sale or issuance of Shares upon exercise of any Option, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation including, but not limited to, the following: (i) a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (ii) a representation, warranty and/or agreement to be bound by any legends that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares and are endorsed upon the Share certificates. 13. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by the Committee, which shall consist of not less than two Directors. The Committee shall have all of the powers of the Board with respect to the Plan. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan. (b) Any and all decisions or determinations of the Committee shall be made either (i) by a majority vote of the members of the Committee at a meeting or (ii) without a meeting by the unanimous written approval of the members of the Committee. 14. OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other provisions of the Plan to the contrary, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its Parent or Subsidiary at the date of grant) unless the option price of such Option is at least 110% of the Fair Market Value of the Shares subject to such Option on the date the Option is granted, and such Option by its terms is not exercisable after the expiration of 5 years from the date such Option is granted. 15. INTERPRETATION. The Plan shall be administered and interpreted so that all Incentive Stock Options granted under the Plan will qualify as Incentive Stock Options under Section 422 of the Code. If any provision of the Plan should be held invalid for the granting of Incentive Stock Options or illegal for any reason, such determination shall not affect the remaining provisions hereof, but instead the Plan shall be construed and enforced as if such provision had never been included in the Plan. If any provision of the Plan should be held invalid or 5 6 illegal for any reason, such determination shall not affect the remaining provisions hereof, but instead the Plan shall be construed and enforced as if such provision had never been included in the Plan. This Plan shall be governed by the laws of the State of Florida. Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. 16. TERM OF PLAN; AMENDMENT AND TERMINATION OF THE PLAN. (a) This Plan shall become effective upon its adoption by the Board, and shall continue in effect until all Options granted hereunder have expired or been exercised, unless sooner terminated under the provisions relating thereto. No Option shall be granted after 10 years from the date of the Board's adoption of the Plan. (b) The Plan shall be adopted by the Board and shall be presented to the Company's shareholders for their approval by vote of a majority of such shareholders present or represented at a meeting duly held, such approval to be given within 12 month's after the date of the Board's adoption. Options may be granted prior to shareholder approval of the Plan, but such Options shall be contingent upon such approval being obtained and may not be exercised prior to such approval. (c) The Board may from time to time amend the Plan or any Option; PROVIDED, HOWEVER, that, except to the extent provided in Section 10, no such amendment may, (i) without approval by the Company's shareholders, increase the number of Shares reserved for Options or change the class of persons eligible to receive Options, or involve any other change or modification requiring shareholder approval under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (ii) permit the granting of options that expire beyond the maximum 10-year period described in Subsection 8(a), or (iii) extend the termination date of the Plan as set forth in Section 16(a); and PROVIDED, FURTHER, that except to the extent specifically provided in Section 9, no amendment or suspension of the Plan or any Option issued hereunder shall substantially impair any Option previously granted to any Optionee without the consent of such Optionee. (d) The Board, without further approval of the Company's shareholders, may at any time terminate or suspend this Plan. Any such termination or suspension of this Plan shall not affect Options already granted and such Options shall remain in full force and effect as if the Plan had not been terminated or suspended. No Option may be granted while the Plan is suspended or after it has been terminated. The rights and obligations under any Option granted to any Optionee while the Plan is in effect shall not be altered or impaired by the suspension or termination of the Plan without the consent of such Optionee. 17. RESERVATION OF SHARES. The Company, during the term of the Plan, will at all times reserve and keep available a number of Shares as shall be sufficient to satisfy the requirements of the Plan. 6 EX-23.1 4 CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 29, 1999, except for the fourth paragraph of Note 2 and the second paragraph of Note 8 as to which the date is July 14, 1999, relating to the financial statements of E Com Ventures, Inc. (formerly Perfumania, Inc.), which appears in E Com Ventures, Inc.'s Annual Report on Form 10-K for the year ended January 30, 1999. PricewaterhouseCoopers LLP February 18, 2000 Miami, Florida -----END PRIVACY-ENHANCED MESSAGE-----